YHA Explorer | Terms of Use

(a) This agreement (Agreement) is between YHA Ltd (ABN 94 008 387 791)(YHA) and the individual or entity (You or Your) that has clicked on the “I agree” button (or similar button or checkbox)(I Agree) that is presented to You following Your access to the App. This Agreement sets out the terms and conditions under which YHA will provide the App to You. You agree to the terms of this Agreement when You click I Agree.

(b) If You are not over the age of 18, You must not enter into this Agreement nor use the App. By entering into this Agreement, You represent and warrant that You are over the age of 18.

(c) Capitalised terms used in this Agreement are defined the first time they are used or otherwise have the meanings given at clause 20.

This Agreement governs Your access to, and use of, the App. Any bookings You make for accommodation or experiences with YHA via the App shall be governed by YHA’s Booking Terms and Conditions.

This Agreement commences on the date that You click I Agree and shall continue unless terminated earlier in accordance with the terms of this Agreement (Term).

4.1 Usage right

Subject to Your compliance with all of Your obligations under this Agreement, YHA grants You a worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the App during the Term.

4.2 Modification of App

At any time during the Term YHA may, at its absolute discretion, update, upgrade, change or modify the functions or features of the App (Update). The terms of this Agreement shall continue to apply to any Update made to the App.

4.3 Third Party Services

(a) The App may enable You to link to, integrate with, transfer Customer Data to, or otherwise access, Third Party Services.

(b) Your access to, or use of, any Third Party Services is subject to a separate agreement between You and the provider of those Third Party Services.

(c) You acknowledges that YHA does not provide nor control Third Party Services and is not responsible nor liable for any aspect of Third Party Services that You may procure, access, use or connect to through the App.

(d) YHA may, at its absolute discretion change, or remove access to, any Third Party Services. Any such change, or removal of access to, Third Party Services does not affect Your obligations under this Agreement.

4.4 Booking discounts

YHA may, from time to time, offer You pricing discounts via the App in relation to bookings at YHA accommodation premises or in relation to other YHA services. YHA may, at its absolute discretion and at any time, change or discontinue any such pricing discount offers without any liability to You.

5.1 General responsibilities

(a) You must:

(i) co-operate with YHA in relation to Your use of the App; and

(ii) provide YHA in a timely manner with all information reasonably requested by YHA to enable it facilitate Your access and use of the App. You must ensure that any information provided in accordance with the foregoing sentence is accurate.

(b) YHA will not be responsible for any delay or deficiency in providing the App if such delay or deficiency results from Your failure to comply with clause 5.1(a).

5.2 Acceptable use of policy

(a) You must not, and must not cause nor permit any other person to:

(i) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce or republish any part of the App (including data structures or similar materials produced by programs);

(ii) access or use the App to build or support, directly or indirectly, products or applications that are competitive to the App;

(iii) license, sublicence, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the App to any third party;

(iv) use the App (or its related systems or networks) to store or transmit any computer code, file or script designed to damage (or detrimentally interfere with) software or data including any virus, worm, time bomb or trojan horse;

(v) interfere with or disrupt the integrity or performance of the App or its related systems or networks;

(vi) use the App to violate any applicable Laws or commit a fraudulent act;

(vii) attempt to gain unauthorized access to the App or its related systems or network; or

(viii) use the App to: harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail or junk mail; infringe the intellectual property rights of any person; or impersonate any person or entity,

(together, the “Acceptable Use Policy”).

(b) YHA may investigate any suspected violation of the Acceptable Use Policy. You must co-operate with any such investigation including by provide YHA in a timely manner with all information reasonably requested by YHA to enable it conduct the investigation.

(c) In addition to any other rights that YHA has under this Agreement or at law, YHA has the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include removing, disabling access to, or modifying any material that violates the Acceptable Use Policy. YHA may report any activity that it suspects violates any Law to appropriate law enforcement officials, regulators, or other appropriate third parties.

6.1 Mutual warranties

Each Party represents and warrants to the other that:

(a) it has full authority to enter into this Agreement; and

(b) it has, and will maintain throughout the Term, all necessary powers, authority and consents to fully perform its obligations under this Agreement.

6.2 Exclusion of warranty

Subject to clause 6.3, to the maximum extent permitted by law, YHA does not make any warranties for the App. For the avoidance of doubt, YHA:

(a) disclaims all implied warranties, including any implied warranty of merchantability, satisfactory quality or fitness for a particular purpose;

(b) provides the App on an "as is" and "as available" basis; and

(c) does not warrant that: the App will operate error-free or uninterrupted; the App will be compatible with any hardware or software; YHA will correct all or any errors; or the App will meet Your requirements or expectations.

6.3 Australian Consumer Law

(a) Nothing in this Agreement is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the Australian Consumer Law, or the exercise of a right conferred by such a provision, or any liability of YHA in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law to a supply of goods or services. For the purposes of this clause 6.3, “goods” and “services” have the meanings given under the Australian Consumer Law.

(b) If YHA is liable to You in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 the Australian Consumer Law that cannot be excluded, YHA’s total liability to You for that failure is limited to, at YHA’s option:

(i) in the case of services, the resupply of the services or the payment of the cost of resupply; and

(ii) in the case of goods, the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired.

(a) Subject to clause 7(b), a Party receiving Confidential Information (Recipient) from the other Party (Discloser):

(i) must keep the Confidential Information of the Discloser secret, and not disclose or permit its disclosure to any person, except to:

(A) its Related Bodies Corporate, employees, officers and agents who require access to it for the purposes of this Agreement; or

(B) to its professional advisers,

provided they are informed of, and comply with, the same obligations of confidentiality regarding that Confidential Information as specified under this clause 7(a); and

(ii) must only use the Confidential Information of the Discloser for the purposes of this Agreement.

(b) Notwithstanding clause 7(a), a Recipient may disclose Confidential Information of the Discloser:

(i) if a disclosure is required by Law; or

(ii) to the extent such disclosure is authorised by this Agreement or is necessary for a Party to exercise or perform its respective rights and obligations under this Agreement.

(c) All Confidential Information disclosed by a Discloser remains the property of the Discloser.

(a) YHA handles Personal Information in accordance with its Privacy Policy which is subject to change at YHA’s discretion. Any such change will become effective on the date that it is posted on YHA’s website.

(b) You must provide Sensitive Information to YHA only to extent that is necessary for YHA to perform its obligations under this Agreement.

(c) Before You provide any Personal Information of another individual to YHA, You must notify that individual and procure their consent to enable YHA to lawfully collect, use and disclose their Personal Information in order for YHA to perform its obligations and exercise its rights in accordance with this Agreement.

(d) You acknowledge that YHA is reliant on You for direction as to the extent to which YHA is entitled to use Personal Information disclosed to it in connection with Your use of the APP.

9.1 Your grant of rights

(a) You grant to YHA (and its third-party service providers) a non-exclusive right to use, modify, develop, process, publish, disclose and transmit Customer Data as is necessary for YHA to provide the App and to otherwise exercise its rights in accordance with this Agreement.

(b) You acknowledge that the App relies on systems, networks and facilities supplied by third parties. YHA may supply Customer Data to its third-party service providers to the extent necessary to enable YHA to provide the App.

9.2 Third party services and customer data

You acknowledge that when You enable or use Third Party Services in conjunction with the App, YHA may allow the providers of those Third Party Services to access Customer Data as required for the interoperation of such Third Party Services with the App. YHA will not be responsible for any use, disclosure, modification or deletion of Customer Data resulting from any such access by providers of Third Party Application.

9.3 Third party payment providers

YHA may make available Third Party Services via the App that provide payment gateway or payment processing services to You (Payment Providers). You must only input, transmit or upload credit or payment card information via the Third Party Services provided by Payment Providers. You must not input, transmit or upload any credit or payment card information directly into the App.

9.4 No data backup

You are solely responsible for preparing and maintaining backups of all Customer Data. YHA is under no obligation to backup or recover any Customer Data.

9.5 Customer data warranty

You represent and warrant that the Customer Data:

(a) does not, and will not, infringe upon the Intellectual Property Rights of any third party and that You have otherwise secured all necessary rights in the Customer Data as may be necessary to grant the rights pursuant to this Agreement; and

(b) complies with all applicable Laws.

9.6 Two-Factor Authentication (2FA)

(a) Automatic Opt-In Upon Signup: By signing up for and using the App, you acknowledge and agree that you are automatically opting into Two-Factor Authentication (2FA) as part of YHA's security measures. 2FA is required to access certain features of the App and is implemented to enhance the security of your account and Customer Data.

(b) Provision of Contact Information: During the signup process, you will be required to provide a valid phone number or other contact method for 2FA purposes. This information is necessary to verify your identity each time you log in to the App.

(c) Data Use and Privacy: Any information provided for 2FA, such as phone numbers, will be used solely for identity verification and security purposes. YHA will manage this data in accordance with its privacy policy and will only share it with third-party providers as necessary to provide the 2FA service.

(a) YHA and its licensors retain all ownership of, and all Intellectual Property Rights in, the App.

(b) As between You and YHA, You and Your licensors retain all ownership of, and all Intellectual Property Rights in, the Customer Data.

(a) Notwithstanding anything to the contrary in this Agreement, YHA may:

(i) compile statistical information related to the performance, operation and use of the App; and

(ii) use data from the App in aggregated and anonymised form for security and operations management, to create statistical analyses, and for research and development purposes,

(collectively, Analyses).

(b) YHA retains all ownership of, and all Intellectual Property Rights in, the Analyses.

You grant to YHA a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the App (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, corrections or other feedback You provided to YHA.

Except to the extent caused or contributed to by the negligent act or omission, wilful misconduct or breach of this Agreement by YHA, You indemnify and holds harmless YHA and its Related Bodies Corporate (those indemnified) from and against all liabilities, costs, charges, expenses, claims, penalties, legal expenses, losses or damages incurred or sustained by those indemnified, or for which those indemnified may become liable (whether direct, indirect or consequential and including any economic loss or other loss of profits, business or goodwill) that is caused by, in connection with or as a result of:

(a) Your breach of clause 8 (Privacy) or clause 9.5 (Customer data warranty); or

(b) Your infringement of the Intellectual Property Rights of YHA or its licensors.

(a) Except for Your obligations pursuant to clauses 13, to the maximum extent permitted by law, in no event will a Party or its Related Bodies Corporate be liable to the other Party for any special, indirect or consequential loss arising under, or in connection with, this Agreement including any: loss of profits; loss of sales or business; loss of production; loss of agreements or contracts; loss of business opportunity; loss of anticipated savings; loss of or damage to goodwill; loss of reputation; loss of data; or loss of use or corruption of software, data or information.

(b) To the maximum extent permitted by law, YHA and Related Bodies Corporate shall have no liability to You arising under, or in connection with, this Agreement whether in contract, tort, or otherwise.

(a) YHA may suspend (Suspension) Your access to, or use of, the App if YHA reasonably believes that:

(i) there is a significant threat to the functionality, security, integrity, or availability of the App or any content, data, or applications within the App; or

(ii) there is a breach of the Acceptable Use Policy.

(b) When reasonably practicable and lawfully permitted, YHA will provide You with advance notice of any Suspension.

16.1 Termination for convenience

Either Party may terminate this Agreement without cause upon the provision of 5 days written notice to the other Party.

16.2 Termination for cause

Either Party may immediately terminate this Agreement by written notice to the other Party if:

(i) the other Party commits a material breach of this Agreement that is not rectifiable; or

(ii) the other Party commits a material breach of this Agreement that is not rectified within 10 days of the breaching Party receiving notice from the non-breaching Party requiring it to rectify the breach.

(b) YHA may immediately terminate this Agreement by written notice if:

(i) You breach clause 5.2 (Acceptable Use Policy), 9.5 (Customer data warrant) or clause 8 (Privacy); or

(ii) You infringe the Intellectual Property Rights of YHA or its licensors.

16.3 Consequences of termination

(a) Subject to clause 16.3(b), following termination of this Agreement pursuant to clause 16.1 or 16.2:

(i) YHA immediately ceases to have any further obligations to provide You with access to, or use of, the App; and

(ii) You must immediately cease all access to, and use of, the App.

(b) Any termination of this Agreement will not affect:

(i) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination; and

(ii) the provisions specified in clause 19.1 which survive termination.

(a) Neither party will be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (Force Majeure Event).

(b) If the Force Majeure Event continues for more than 30 days, the Party not affected by the Force Majeure Event may immediately terminate this Agreement by written notice to the other Party.

(a) A Party claiming that a dispute has arisen in connection with this Agreement (Dispute) must notify the other Party in writing by giving details of the Dispute (Dispute Notice).

(b) The Parties must, prior to commencing legal proceedings, attempt to resolve the Dispute by convening a meeting (Meeting) within 21 days of the date of receipt of Dispute Notice to discuss the possible means and terms of a resolution. If a Party fails to convene or attend the Meeting, the other Party may commence legal proceedings.

(c) Nothing in this clause 18 will limit a Party’s rights to seek interim injunctive relief in a court of law.

19.1 Survival

The following clauses of this Agreement survive termination or expiry of this Agreement; clause 7 (Confidential Information), clause 12 (Feedback), clause 13 (Indemnity) clause 14 (Liability), clause 16.3 (Consequences of Termination), clause 18 (Dispute resolution), clause 19 (Other Terms) and clause 20 (Definitions).

19.2 Interpretation

(a) Headings are for convenience only and do not affect interpretation.

(b) Mentioning anything after includes, including, or similar expressions, does not limit what else might be included.

(c) A reference to legislation or to a provision of legislation includes any modification or re‑enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

(d) The singular includes the plural, and the converse also applies.

(e) Nothing in this Agreement is to be interpreted against a Party solely on the ground that the Party prepared this Agreement or a relevant part of it.

19.3 Subcontractors

YHA may at its discretion appoint or engage any subcontractor in connection with the performance of its obligations under this Agreement (including the provision of the App).

19.4 Assignment

Neither Party may novate, assign or transfer any of its rights and/or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, YHA may assign or novate its rights and/or obligations under this Agreement without Your consent to: (a) a Related Body Corporate; or (b) a third party that acquires YHA or that participates in a merger with YHA. You must execute and deliver any further documents and do all acts and things as may be required by YHA to give effect to an assignment or novation pursuant to this clause 19.4.

19.5 Relationship

The relationship between the Parties under this Agreement is that of independent contractors. This Agreement does not create any joint venture, partnership, agency or employment relationship between the Parties.

19.6 Notices

(a) Unless specified otherwise, a notice, consent, waiver or other communication (notice) in connection with this Agreement must be in writing and must be given by email to the receiving Party’s current address for service of notices as follows:

YHA: privacy@yha.com.au

You: The email address that You have provided to YHA.

(b) A notice is regarded as given and received the next business day after the time it is sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered.

19.7 Amendment

(a) YHA may, from time to time, update or modify the terms of this Agreement (Amendment) by providing You with at least 30 days’ notice (Period). The Amendment will take effect immediately following the expiry of the Period.

(b) If You object to an Amendment under clause 19.7(a), as Your exclusive remedy, You may immediately terminate this Agreement upon providing notice in writing to YHA. To exercise this right, You must notify YHA of termination prior to expiry of the Period.

19.8 No waiver

A failure to exercise or a delay in exercising any right, power or remedy under this Agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless made in writing.

19.9 Entire agreement

This Agreement embodies the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior negotiation, arrangement, understanding or agreement with respect to the subject matter or any term of this Agreement.

19.10 Governing law

This Agreement is governed by the substantive and procedural laws of the State of New South Wales, Australia and the Parties agree to submit to the exclusive jurisdiction of, and venue in, the courts in New South Wales, Australia in any dispute relating to this Agreement.

19.11 Severability

If anything in this Agreement is unenforceable, illegal or void, then it is severed and the rest of this Agreement remains in force.

The following definitions apply:

Australian Consumer Law means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Confidential Information means any information disclosed in the course of this Agreement which is confidential or proprietary in nature to a Party including: (a) Customer Data; or (b) information relating to a Party’s operations, processes, plans, know-how, designs, trade secrets, market opportunities and customer lists. Confidential Information does not include information that: (a) is in the public domain (unless it entered the public domain through breach of confidentiality by a Party); (b) is already known by the other Party at the time of disclosure and has not been obtained by the other Party either directly or indirectly from the disclosing party; or (c) is obtained lawfully from a third party without any restriction on the disclosure.

Corporations Act means the Corporations Act 2001 (Cth).

Customer Data means all data (including Personal Information), text, information, images, audio, video, photographs, and other content and material, in any format, provided by You that is uploaded, stored in, or run through, the App. Customer Data does not include any Confidential Information of YHA.

Intellectual Property Rights means all present and future intellectual property or other proprietary rights including copyright, registered and unregistered trademarks, designs, patents and any rights in respect of inventions, circuit layouts, computer programs, business or domain names, know how, trade secrets, arising anywhere in the world and whether registered or unregistered and includes any moral rights.

Law means any statute, regulation or other statutory provision.

Party means a party to this Agreement and “Parties” means both of them.

Privacy Act means the Privacy Act 1988 (Cth) including the Australian Privacy Principles.

Personal Information has the same meaning as under the Privacy Act.

Related Body Corporate has the same meaning as under the Corporations Act. “Related Bodies Corporate” is to be interpreted accordingly.

Sensitive Information has the same meaning as under the Privacy Act.

Third Party Services means applications, software, websites, integrations or services provided by a party other than YHA that interoperate with the App or may be accessed through, within, or in conjunction with Your use of the App.